SEC Form 4 · accession 0001131096-18-000085
ATHENAHEALTH INC · ATHN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan D. Porter
Officer — SVP, Network Services
Period of report
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 5:51 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001131096
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 1, 2018 | A | 788 | $0.00 | A | 17,004 | D | |
| Common Stock | Mar 1, 2018 | F | 233 | $139.74 | D | 16,771 | D | |
| Common Stock | Mar 1, 2018 | F | 70 | $139.74 | D | 16,701 | D | |
| Common Stock | Mar 1, 2018 | F | 65 | $139.74 | D | 16,636 | D | |
| Common Stock | Mar 1, 2018 | F | 185 | $139.74 | D | 16,451 | D | |
| Common Stock | Mar 1, 2018 | F | 222 | $139.74 | D | 16,229 | D | |
| Common StockF2,F3 | Mar 1, 2018 | A | 1,500 | $0.00 | A | 17,729 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $137.49 | Mar 1, 2018 | A | 3,690 | A | Mar 1, 2019 | Mar 1, 2028 | Common Stock | 3,690 | 3,690 | D |
Explanation of responses
- F1On March 1, 2017, the Reporting Person was granted an award of 7,084 PSUs. The PSUs convert into common stock on a one-for-one basis, and vest in three equal annual installments beginning on March 1, 2018 based on the Issuer's satisfaction of certain performance criteria for the fiscal years ending December 31, 2017, 2018 and 2019. On February 6, 2018, the Compensation Committee of the Board of Directors of the Issuer certified that certain performance criteria for 2017 was met, resulting in vesting of PSUs as to 788 shares on March 1, 2018.
- F2Represents a restricted stock unit ("RSU") award granted under the Issuer's 2007 Stock Option and Incentive Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The award is subject to time-based vesting and vests in three equal annual installments beginning on March 1, 2019. The RSUs will be settled only in stock.
- F3Includes 12,618 units of common stock that were granted pursuant to RSU awards under the athenahealth, Inc. 2007 Stock Option and Incentive Plan, as amended and restated. The RSUs are subject to time-based vesting and will be settled only in stock.
- F4The option award vests in three equal annual installments beginning on March 1, 2019.